Back to GetFilings.com
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended May 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from ______________ to _______________
Commission File No. 1-7275
CONAGRA, INC.
---------------------------------------------------
(Exact name of registrant, as specified in charter)
A Delaware Corporation 47-0248710
- ---------------------- ----------
(State of Incorporation) (I.R.S. Employer's
Number)
One ConAgra Drive
Omaha, Nebraska 68102-5001
- --------------- ----------
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (402) 595-4000
--------------
Securities Registered Pursuant to Section 12 (b) of the Act:
- -----------------------------------------------------------
Name of Exchange on
Title of Each Class Which Registered
- ------------------- ----------------
Common Stock, $5.00 par value New York Stock
Exchange
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. X
---
At July 31,1998, 488,090,714 common shares were outstanding. The aggregate
market value of the voting common stock of ConAgra, Inc. held by
non-affiliates on July 31, 1998, was approximately $12.6 billion.
Documents incorporated by reference are listed on page 2.
Documents Incorporated by Reference
1. Portions of the Registrant's Annual Report to Stockholders for the fiscal
year ended May 31, 1998 are incorporated into Parts I, II and IV.
2. Portions of the Registrant's definitive Proxy Statement filed for
Registrant's 1998 Annual Meeting of Stockholders are incorporated into Part
III.
2
PART I
This 10-K report contains certain forward-looking statements, including such
statements in the documents incorporated herein by reference. The statements
reflect management's current views and estimates of future economic
circumstances, industry conditions, company performance and financial
results. The statements are based on many assumptions and factors including
availability and prices of raw materials, product pricing, competitive
environment and related market conditions, operating efficiencies, access to
capital and actions of governments. Any changes in such assumptions or
factors could produce significantly different results.
ITEM 1. BUSINESS
a) General Development of Business
Nebraska Consolidated Mills Company, which was originally incorporated in
Nebraska on September 29, 1919, changed its name to ConAgra, Inc.
("ConAgra" or the "Company") on February 25, 1971, and since December 5,
1975, has been incorporated in Delaware.
b) Financial Information About Industry Segments
The Company's businesses are classified into three industry segments:
Grocery & Diversified Products, Refrigerated Foods and Food Inputs &
Ingredients. The contributions of each industry segment to net sales and
operating profit, and the identifiable assets attributable to each industry
segment set forth in Note 18 "Business Segments" on pages 60 and 61 of the
Company's 1998 Annual Report to Stockholders are incorporated herein by
reference.
c) Narrative Description of Business
The information set forth in the "Business Review" on pages 22 through 34
of the Company's 1998 Annual Report to Stockholders is incorporated herein
by reference.
The following comments pertain to the Company as a whole.
ConAgra is a diversified food company that operates across the food chain,
from basic agricultural inputs to production and sale of branded consumer
products. As a result, ConAgra uses many different raw materials, the bulk
of which are commodities. Raw materials are generally available from
several different sources and ConAgra presently believes that it can obtain
these as needed.
Each business is highly competitive. Many companies compete in one or more
of the markets served by ConAgra, some of which have greater sales and
assets than ConAgra.
Quality control processes at principal manufacturing locations emphasize
applied research and technical services directed at product improvement and
quality control. In addition, the Refrigerated Foods and the Grocery &
Diversified Products segments conduct research activities related to the
development of new products.
Many of ConAgra's facilities and products are subject to various laws and
regulations administered by the United States Department of Agriculture,
the Federal Food and Drug Administration, and other federal, state, local
and foreign governmental agencies relating to the quality of products,
sanitation, safety and environmental control. The Company believes that it
complies with such laws and regulations in all material respects, and that
continued compliance with such regulations will not have a material effect
upon capital expenditures, earnings or the competitive position of the
Company.
ConAgra and its subsidiaries have more than 80,000 employees, primarily in
the United States.
3
ITEM 1. BUSINESS (CONTINUED)
d) Foreign Operations
The information set forth in the "Business Review" on pages 22 through 34
of the Company's 1998 Annual Report to Stockholders is incorporated herein
by reference. The Company is not engaged in material operations in foreign
countries, nor are material portions of sales or revenues derived from
customers in foreign countries.
ITEM 2. PROPERTIES
The Company's corporate headquarters are located in Omaha, Nebraska. The
headquarters and principal operating locations of each business are set forth on
the following list of "ConAgra Locations."
The Company maintains a number of distribution facilities, in addition to
distribution facilities and warehouse space available at substantially all of
its manufacturing facilities.
Utilization of manufacturing capacity varies by type of product manufactured,
plant and week. In general, ConAgra operates most of its manufacturing
facilities in excess of 80% of standard industry capacity. Standards vary by
industry from 40 hours per week to 144 hours per week.
Most principal manufacturing facilities are held in fee. However, certain
parcels of land, machinery and buildings, and substantially all of ConAgra's
transportation equipment used in its processing and merchandising operations,
including covered rail hopper cars and river barges, are leased.
4
ITEM 2. PROPERTIES (CONTINUED)
CONAGRA LOCATIONS
GROCERY & DIVERSIFIED PRODUCTS
CONAGRA FROZEN PREPARED FOODS
Headquarters in Omaha, Nebraska.
CONAGRA FROZEN FOODS
Headquarters and Corporate sales office in Omaha, Nebraska.
Seven plants in Arkansas, Iowa, Missouri and Virginia. Four broiler
growing and processing complexes in Arkansas and Louisiana. Product
development facility in Omaha, Nebraska.
GILARDI FOODS
Headquarters and sales office in Sidney, Ohio.
Three processing plants in Ohio and Oklahoma.
PIERCE FOODS
Headquarters and sales office in Winchester, Virginia.
Main processing plant in Moorefield, West Virginia.
CONAGRA SEAFOOD COMPANIES
CONAGRA SHRIMP COMPANIES
Headquarters in Tampa, Florida.
Main processing plant and sales office in Tampa, Florida.
MERIDIAN PRODUCTS
Headquarters in Santa Fe Springs, California.
Seafood trading company.
O'DONNELL-USEN U.S.A.
Headquarters and sales office in Tampa, Florida.
CONAGRA GROCERY PRODUCTS COMPANIES
Headquarters in Fullerton, California.
HUNT-WESSON, INC.
Headquarters in Fullerton, California.
Product development facility in Fullerton. 21 manufacturing plants, 12
distribution and customer service centers and over 40 grocery and
foodservice sales offices serving the U.S. and Canada:
CONAGRA GROCERY PRODUCTS COMPANIES INTERNATIONAL
HUNT FOODS COMPANY
HUNT-WESSON FOODSERVICE COMPANY
HUNT-WESSON GROCERY PRODUCTS SALES COMPANY
ORVILLE REDENBACHER/SWISS MISS FOODS COMPANY
WESSON/PETER PAN FOODS COMPANY
5
ITEM 2. PROPERTIES (CONTINUED)
CONAGRA LOCATIONS (CONTINUED)
GOLDEN VALLEY MICROWAVE FOODS
Headquarters in Edina, Minnesota.
Five plants in Iowa, Minnesota and Ohio. Popcorn storage warehouse in
Nebraska, product development facility in Eden Prairie, Minnesota and
microwave packaging production facility in Maple Grove, Minnesota.
CONAGRA FOODS LTD.
Headquarters in Manchester, England.
Manufacturer of microwave meals and snacks, supplying UK and other
European countries.
LAMB-WESTON, INC.
Headquarters in Tri-Cities, Washington.
12 plants in Idaho, Oregon, Washington, Minnesota (50-percent owned), the
Netherlands (50-percent owned) and Turkey (50-percent owned). Product
development facility in Richland, Washington. International Business
Development Center in Boise, Idaho.
CONAGRA REFRIGERATED FOODS COMPANIES
CONAGRA REFRIGERATED PREPARED FOODS COMPANIES
Headquarters in Downers Grove, Illinois.
ARMOUR SWIFT-ECKRICH
Product development in Downers Grove and 26 plants in 17 states, processed
meat plant in Panama, and a food distribution center in Puerto Rico,
serving:
ASE CONSUMER PRODUCTS COMPANY
ASE DELI/FOODSERVICE COMPANY
BUTTERBALL TURKEY COMPANY
DECKER FOOD COMPANY
NATIONAL FOODS, INC.
COOK FAMILY FOODS, LTD.
Headquarters in Lincoln, Nebraska.
Three plants in Nebraska, Kentucky and Missouri.
BEATRICE CHEESE COMPANY
Headquarters in Waukesha, Wisconsin.
10 facilities located in eight states include natural and processed cheese
manufacturing, direct and indirect retail sales, foodservice sales, cheese
importing and aerosol.
6
ITEM 2. PROPERTIES (CONTINUED)
CONAGRA LOCATIONS (CONTINUED)
CONAGRA TRADING & PROCESSING COMPANIES MEAT GROUP
Headquarters in Greeley, Colorado
AUSTRALIA MEAT HOLDINGS PTY LTD.
Headquarters in Dinmore, Australia.
Nine plants and feedlots in Australia.
CONAGRA CATTLE FEEDING COMPANY
Headquarters in Greeley, Colorado.
Three feedlots in Colorado.
CONAGRA POULTRY COMPANY
Headquarters in Duluth, Georgia.
CONAGRA BROILER COMPANY
Headquarters in Duluth, Georgia.
Six broiler growing and processing divisions in Alabama, Arkansas,
Georgia, and Puerto Rico.
PROFESSIONAL FOOD SYSTEMS
Headquarters in El Dorado, Arkansas.
17 sales and distribution units in 12 states.
TEXAS SIGNATURE FOODS
Headquarters in Lufkin, Texas.
Processing, sales and distribution facilities in Texas.
CONAGRA REFRIGERATED FOODS INTERNATIONAL SALES CORPORATION
Headquarters in Greeley, Colorado.
E. A. MILLER, INC.
Headquarters in Hyrum, Utah.
Processing facilities in Utah and a feedlot in Idaho.
MONFORT BEEF AND LAMB COMPANY
Headquarters in Greeley, Colorado.
Ten plants in Colorado, Kansas, Nebraska and Texas.
MONFORT FOOD DISTRIBUTION CO.
Headquarters in Greeley, Colorado.
Eight sales and distribution branches in seven states.
MONFORT FRESH MEATS COMPANY
Headquarters in Greeley, Colorado.
Four plants in Idaho, Nebraska, and Alabama.
SWIFT & COMPANY
Headquarters in Greeley, Colorado.
Three pork processing plants in Iowa, Minnesota and Kentucky. Four further
processing plants in Illinois, Indiana, Florida and California.
7
ITEM 2. PROPERTIES (CONTINUED)
CONAGRA LOCATIONS (CONTINUED)
FOOD INPUTS & INGREDIENTS
CONAGRA AGRI-PRODUCTS COMPANIES
Headquarters in Greeley, Colorado.
UNITED AGRI PRODUCTS COMPANIES
Headquarters in Greeley, Colorado.
Over 500 field sales, administration, warehouse, rail, formulation and
joint venture locations in the United States, Canada, United Kingdom,
Mexico, South Africa, Chile, Bolivia, Ecuador, France, Peru, Hong Kong and
Taiwan. Businesses are involved with crop protection products, seed,
liquid and dry fertilizer operations and one terminal facility.
CONAGRA TRADING & PROCESSING COMPANIES GRAIN GROUP
Headquarters in Omaha, Nebraska.
CONAGRA COMMODITY SERVICES
Headquarters in Omaha, Nebraska.
Feed Ingredient Merchandising and ConAgra Energy Services in Omaha,
Nebraska and a protein trading operation in Bremen, Germany.
CONAGRA FLOUR MILLING COMPANY
Headquarters in Omaha, Nebraska.
24 flour mills in 14 states. Eight country elevators in South Dakota. One
joint venture flour mill and one joint venture elevator in the U.S.
CONAGRA GRAIN COMPANIES
Headquarters in Minneapolis, Minnesota.
ConAgra Grain Companies consists of a North American network of grain
merchandising offices and over 90 elevators, river loading facilities,
export elevators and barges. Two joint ventures operating export
facilities in the United States. D.R. Johnston, an international protein
trading company, operates in Australia, Singapore and New Zealand.
INTERNATIONAL
Headquarters in Omaha, Nebraska.
Trading operations in four countries doing business as BDR Agriculture
Ltd., ConAgra International S.A., J.F. Braun and Camerican. Wool
processing plant in Australia. Poultry, animal feed and processed meat
facilities in Portugal and feed plants in Spain. Six malt joint ventures
with barley malting facilities in the United States, Canada, Australia, the
United Kingdom, Uruguay, Argentina, Denmark and China. Four mushroom farms
in Canada, doing business as Leaver Mushroom (operations sold April 1998).
A food products distribution joint venture in Mexico doing business as
Verde Valle. Two feed plants, a flour mill and dry corn mill in Puerto
Rico, doing business as Molinos de Puerto Rico. ITC Agro-Tech is an edible
oil processing and grain trading joint venture in India. International
fertilizer trading operations headquartered in Savannah, Georgia. Joint
venture oilseed processing plant in Argentina, doing business as Pecom
Agra.
8
ITEM 2. PROPERTIES (CONTINUED)
CONAGRA LOCATIONS (CONTINUED)
KBC TRADING AND PROCESSING COMPANY
Headquarters in Stockton, California.
Operates over 40 facilities processing edible beans in nine states and
South America and one walnut processing facility in California.
SERGEANT'S PET PRODUCTS COMPANY
Headquarters in Omaha, Nebraska.
Manufacturing operations in Tennessee and Colorado and distribution centers
in Colorado and Canada.
OATS/CORN
Headquarters in Omaha, Nebraska.
Corn merchandising and processing facilities in Kansas and Bremen, Germany.
Two oat processing facilities in Nebraska and Canada. Two grain elevators
in Minnesota. Two joint ventures, one specialty processing facility in
Minnesota and one oat processing facility in the United Kingdom.
UNITED SPECIALTY FOOD INGREDIENTS COMPANIES
Headquarters in Carol Stream, Illinois.
Two food processing plants and a research and development facility in
Kentucky. A dehydrated food ingredients plant and animal feed ingredients
plant in Minnesota. A spice plant and research and development facility in
Illinois and seasoning plants in Massachusetts, Michigan and New Jersey,
with supporting research and development facilities. A flavorings plant in
New Jersey. Food ingredients distribution business headquartered in Iowa
with distribution centers in Texas and Colorado. A distribution center for
food manufacturers in Texas. Chili products plants located in California
(two), New Mexico, and Santiago, Chile, with a research and development
facility in California. A specialty marketing business with processed
eggs, Mexican food products, and food oils business headquartered in Texas.
Two garlic and onion dehydration and processing facilities with a
supporting research and development facility in California and plants in
Nevada and Texas. Food plastics and paper products plants in Texas and
Tennessee. A lighter fluid facility in Texas. A plastic bags and wrap
plant in Georgia. Charcoal plants in Texas and Arkansas. An aluminum foil
products plant in Georgia. Flour tortilla processing facilities in
Nebraska and Kentucky.
9
ITEM 3. LEGAL PROCEEDINGS
In fiscal 1991, ConAgra acquired Beatrice Company ("Beatrice"). As a result
of the acquisition and the significant pre-acquisition tax and other
contingencies of the Beatrice businesses and its former subsidiaries, the
consolidated post-acquisition financial statements of ConAgra reflected
significant liabilities and valuation allowances associated with the
estimated resolution of these contingencies. The material pre-acquisition
tax contingencies were resolved in fiscal 1995.
Beatrice is also engaged in various litigation and environmental proceedings
related to businesses divested by Beatrice prior to its acquisition by ConAgra.
The environmental proceedings include litigation and administrative proceedings
involving Beatrice's status as a potentially responsible party at 47 Superfund,
proposed Superfund or state-equivalent sites. Beatrice has paid or is in the
process of paying its liability share at 43 of these sites. Substantial
reserves for these matters have been established based on the Company's best
estimate of its undiscounted remediation liabilities, which estimates include
evaluation of investigatory studies, extent of required cleanup, the known
volumetric contribution of Beatrice and other potentially responsible parties
and its experience in remediating sites.
In March 1997, the Environmental Protection Agency filed an action in federal
district court in Colorado against a subsidiary of the Company which operates a
pesticide formulation facility in Greeley, Colorado seeking civil monetary
penalties for violation of the Resource Conservation and Recovery Act; this
action was settled pursuant to a Consent Agreement in May 1998 which provides in
part for payment of a civil penalty of $203,000 by the subsidiary. In June
1998, a subsidiary of the Company engaged in processing potatoes entered into a
Consent Decree with the Environmental Protection Agency in federal district
court in Idaho which provided in part for the payment of a civil penalty of
$160,000 by the subsidiary for violations of the Clean Air Act. In March 1996,
the Environmental Protection Agency filed an action in federal district court in
Idaho against the Company as owner and operator of a beef packing plant in
Nampa, Idaho seeking civil monetary penalties for alleged violations of the
Clean Water Act; the Company is defending this action.
ConAgra is party to a number of other lawsuits and claims arising out of the
operation of its businesses. After taking into account liabilities recorded for
all of the foregoing matters, management believes the ultimate resolution of
such matters should not have a material adverse effect on ConAgra's financial
condition, results of operations or liquidity.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
10
EXECUTIVE OFFICERS OF THE REGISTRANT AS OF AUGUST 15, 1998
Year Assumed
Name Title & Capacity Age Present Office
- ---- ---------------- --- --------------
Bruce C. Rohde President and Chief Executive Officer 49 1997
Kenneth W. DiFonzo Senior Vice President and Controller 46 1997
Dwight J. Goslee Senior Vice President, Mergers and
Acquisitions 48 1997
Owen C. Johnson Senior Vice President, Human Resources 52 1998
Thomas L. Manuel President and Chief Operating Officer, ConAgra
Trading and Processing Companies 51 1994
James P. O'Donnell Executive Vice President, Chief
Financial Officer and Corporate Secretary 50 1997
Gerald B. Vernon Executive Vice President and
Chief Administrative Officer 57 1997
The foregoing have held executive officer positions with ConAgra for the past
five years, except as follows:
Bruce C. Rohde became Vice Chairman of the Board and President in August 1996
and was named Chief Executive Officer and President in September 1997. He
previously had been ConAgra's general counsel since 1984. He was president of
the Omaha-based law firm McGrath, North, Mullin & Kratz, P.C. from 1984 to 1996.
Owen C. Johnson was Senior Vice President, Human Resources, Corporate
Communications and Administration of Northern Indiana Power Corporation from
1990 to 1998. He joined ConAgra in his current position in June 1998.
11
OTHER SIGNIFICANT EMPLOYEES OF THE REGISTRANT AS OF AUGUST 15, 1998
Year Assumed
Name Title & Capacity Age Present Office
- ---- ---------------- --- --------------
J. Charles Blue President and Chief Operating Officer,
ConAgra Agri-Products Companies 59 1998
Raymond J. De Riggi President and Chief Operating Officer,
ConAgra Grocery Products Companies 50 1998
Kenneth W. Gerhardt Senior Vice President and
Chief Information Officer 48 1998
Timothy M. Harris President and Chief Operating Officer, ConAgra
Refrigerated Prepared Foods Companies 42 1997
Timothy P. McMahon Senior Vice President, Corporate
Marketing Development 44 1997
Richard A. Porter Chairman, Lamb-Weston and President,
ConAgra Foodservice Sales Company 49 1998
James T. Smith President, ConAgra Frozen Foods 50 1993
Michael D. Walter Senior Vice President, Trading and
Procurement Management 49 1996
J. Charles Blue was President of United Agri Products Companies since 1991
and was named to his current position in June 1998.
Raymond J. De Riggi was President of United Specialty Food Ingredients Cos.
since 1995. He was Executive Vice President of Sales for Pet, Inc. from 1992
to 1995. He was named to his current position in June 1998.
Kenneth W. Gerhardt was Senior Vice President and Chief Information Officer of
Ameriserve Distribution, Inc. from 1997 to 1998. Prior to 1997, he worked for
Pepsico, Inc. in various capacities, including Vice President and Chief
Information Officer for Pepsico Food Services from 1996 to 1997; Senior
Director, Information Technology for Pepsi Cola North American from 1994 to
1996; and Senior Director, Corporate Systems for Pizza Hut, Inc. from 1991 to
1994. He joined ConAgra in his current position in March 1998.
Timothy M. Harris was President of ConAgra Refrigerated Prepared Foods from 1995
to 1997. He was President of Butterball Turkey Company from 1994 to 1995;
Executive Vice President of Business Management for Butterball and Healthy
Choice during 1994; and Vice President and General Manager, Prepared Foods
Company from 1990 to 1994. He was named to his current position in September
1997.
Timothy P. McMahon was Vice President, Marketing for ConAgra Trading and
Processing Companies from June 1997 to October 1997. Prior to that, he was
President of McMahon Marketing Communications Company for ten years. He was
named to his current position in October 1997.
Richard A. Porter was President of Lamb-Weston, Inc. from 1990 to 1998. He was
named to his current position in June 1998.
James T. Smith joined ConAgra as President of ConAgra Frozen Foods in 1993.
Michael D. Walter joined ConAgra in 1989 as President of ConAgra Specialty Grain
Products Company. He was named to his current position in October 1996.
12
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Incorporated herein by reference to "Investor Information" on the inside back
cover and Note 19 "Quarterly Results (Unaudited)" on page 62 of the Company's
1998 Annual Report to Stockholders.
ITEM 6. SELECTED FINANCIAL DATA
Incorporated herein by reference to the information for years 1994 through 1998
on pages 36 and 37 of the Company's 1998 Annual Report to Stockholders.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Incorporated herein by reference to "Management's Discussion & Analysis" on
pages 38 through 44 and "Objectives and Results" on pages 4 and 5 of the
Company's 1998 Annual Report to Stockholders.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Incorporated herein by reference to the subsection "Market Risk" in
"Management's Discussion & Analysis" on pages 40 and 41 of the Company's
1998 Annual Report to Stockholders.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following consolidated financial statements of ConAgra, Inc. and
Subsidiaries and Independent Auditors' Report set forth on pages 45 through 63
of the Company's 1998 Annual Report to Stockholders are incorporated herein by
reference:
Independent Auditors' Report
Consolidated Statements of Earnings - Years ended May 31, 1998, May 25,
1997, and May 26, 1996
Consolidated Balance Sheets - May 31, 1998 and May 25, 1997
Consolidated Statements of Common Stockholders' Equity - Years ended May
31, 1998, May 25, 1997 and May 26, 1996
Consolidated Statements of Cash Flows - Years ended May 31, 1998, May 25,
1997 and May 26, 1996
Notes to Consolidated Financial Statements
The supplementary data regarding quarterly results of operations set forth
in Note 19 "Quarterly Results (Unaudited)" on page 62 of the Company's 1998
Annual Report to Stockholders is incorporated herein by reference.
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
None.
13
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Incorporated herein by reference to "Board of Directors and Election" on pages 2
through 4 of the Company's Proxy Statement for its Annual Meeting of
Stockholders to be held on September 24, 1998. Information concerning all
Executive Officers of the Company is included in Part I above.
ITEM 11. EXECUTIVE COMPENSATION
Incorporated herein by reference to (i) "Executive Compensation" through
"Benefit Plans Retirement Programs" on pages 6 through 10 of the Company's Proxy
Statement, and (ii) information on director compensation on pages 4 and 5 of the
Company's Proxy Statement for its Annual Meeting of Stockholders to be held on
September 24, 1998.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Incorporated herein by reference to "Voting Securities and Ownership by Certain
Beneficial Owners" and "Voting Securities Owned by Executive Officers and
Directors" on page 2 of the Company's Proxy Statement for its Annual Meeting of
Stockholders to be held on September 24, 1998.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Incorporated herein by reference to (i) the last two paragraphs of "Directors'
Meetings and Compensation" on page 5 of the Company's Proxy Statement, and (ii)
the last two paragraphs of "Benefit Plans Retirement Programs" on page 10 of the
Company's Proxy Statement for its Annual Meeting of Stockholders to be held on
September 24, 1998.
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, AND REPORTS ON FORM 8-K
a) List of documents filed as part of this report:
1. Financial Statements
All financial statements of the company as set forth under Item 8 of
this report on Form 10-K.
2. Financial Statement Schedules
Schedule Page
Number Description Number
------ ----------- ------
II Valuation and Qualifying Accounts 15
All other schedules are omitted because they are not applicable, or
not required, or because the required information is included in the
consolidated financial statements, notes thereto, or the Management's
Discussion & Analysis section of the Company's 1998 Annual Report to
Stockholders.
Separate financial statements of the registrant have been omitted
because the registrant meets the requirements permitting omission.
3. Exhibits
All exhibits as set forth on the Exhibit Index, which is incorporated
herein by reference.
b) Reports on Form 8-K
There were no reports on Form 8-K filed during the last quarter of the
period covered by this report.
14
SCHEDULE II
CONAGRA, INC. AND SUBSIDIARIES
Valuation and Qualifying Accounts
For the Fiscal Years ended May 31, 1998, May 25, 1997 and May 26, 1996
(in millions)
Additions
Balance at ------------------------ Deductions Balance at
Beginning Charged from Close of
Description of Period to Income Other Reserves Period
- ----------- --------- --------- ----- ---------- ----------
Year ended May 31, 1998:
Allowance for doubtful
receivables $ 67.2 29.0 .4(2) 28.1(1) $ 67.7
Year ended May 25, 1997:
Allowance for doubtful
receivables $ 52.1 39.2 - 24.1(1) $ 67.2
Valuation reserve related
to restructuring $235.8 - - 235.8(3) -
Year ended May 26, 1996:
Allowance for doubtful
receivables $ 63.9 34.6 .8(2) 47.2(1) $ 52.1
Valuation reserve related
to restructuring - 235.8 - - $235.8
(1) Bad debts charged off, less recoveries.
(2) Primarily reserve accounts of acquired businesses less reserve accounts of
divested businesses and foreign currency translation adjustments.
(3) Assets written-off to valuation reserve.
15
INDEPENDENT AUDITORS' REPORT
The Stockholders and Board of Directors
ConAgra, Inc.
Omaha, Nebraska
We have audited the consolidated financial statements of ConAgra, Inc. and
subsidiaries as of May 31, 1998 and May 25, 1997, and for each of the three
years in the period ended May 31, 1998, and have issued our report thereon
dated July 10, 1998; such financial statements and report are included in
your 1998 Annual Report to Stockholders and are incorporated herein by
reference. Our audits also included the financial statement schedule of
ConAgra, Inc. and subsidiaries, listed in Item 14. This financial statement
schedule is the responsibility of the Company's management. Our
responsibility is to express an opinion based on our audits. In our opinion,
such financial statement schedule, when considered in relation to the basic
consolidated financial statements taken as a whole, presents fairly in all
material respects the information set forth therein.
/s/ Deloitte & Touche LLP
DELOITTE TOUCHE LLP
Omaha, Nebraska
July 10, 1998
16
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934, ConAgra, Inc. has caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized on the 28th day of August, 1998.
CONAGRA, INC.
/s/ Bruce C. Rohde
-----------------------------------------
Bruce C. Rohde
President and Chief Executive Officer
/s/ James P. O'Donnell
-----------------------------------------
James P. O'Donnell
Executive Vice President, Chief Financial Officer and
Corporate Secretary (Principal Financial Officer)
/s/ Kenneth W. DiFonzo
-----------------------------------------
Kenneth W. DiFonzo
Senior Vice President and
Controller (Principal Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated on the 28th day of August, 1998.
/s/ Bruce C. Rohde
- ------------------------- Director
Bruce C. Rohde
Mogens C. Bay* Director
Philip B. Fletcher* Director
Charles M. Harper* Director
Robert A. Krane* Director
Gerald Rauenhorst* Director
Carl E. Reichardt* Director
Ronald W. Roskens* Director
Marjorie M. Scardino* Director
Walter Scott, Jr.* Director
Kenneth E. Stinson* Director
Jane J. Thompson* Director
Frederick B. Wells* Director
Thomas R. Williams* Director
Clayton K. Yeutter* Director
* Bruce C. Rohde, by signing his name hereto, signs this Annual Report on
behalf of each person indicated. A Power-of-Attorney authorizing Bruce C.
Rohde to sign this Annual Report on Form 10-K on behalf of each of the
indicated Directors of ConAgra, Inc. has been filed herein as exhibit 24.
By: /s/ Bruce C. Rohde
-----------------------------
Bruce C. Rohde
Attorney-In-Fact
17
EXHIBIT INDEX
Number Description Page No.
- ------ ----------- -------
3.1 ConAgra's Certificate of Incorporation, as
amended, incorporated herein by reference to
ConAgra's annual report on Form 10-K for the
fiscal year ended May 26, 1996.
3.2 ConAgra's Bylaws, as amended, incorporated
herein by reference to ConAgra's quarterly report
on Form 10-Q for the quarter ended August 24, 1997.
4.1 Rights Agreement dated as of July 12, 1996,
incorporated herein by reference to ConAgra's
current report on Form 8-K dated July 12, 1996.
4.2 Certificate of Adjustment dated October 1, 1997
to Rights Agreement, incorporated herein by reference
to ConAgra's quarterly report on Form 10-Q for the
quarter ended August 24, 1997.
4.3 Amendment to Rights Agreement dated as of July 10, 1998 22
4.4 Documents establishing Series A, Series B and
Series C of Preferred Securities of ConAgra
Capital, L.L.C., incorporated herein by
reference to ConAgra's current reports on
Form 8-K dated June 8, 1994 and February 11, 1995.
10.1 ConAgra's Amended and Restated Long-Term
Senior Management Incentive Plan, Amendment
thereto, and Operational Document, and
Amendment thereto, incorporated herein by
reference to Exhibit 10.1 of ConAgra's annual
report on Form 10-K for the fiscal year ended
May 25, 1997.
10.2 Second Amendment to ConAgra's Long-Term Senior
Management Incentive Plan Operational Document,
incorporated herein by reference to Exhibit 10.2
of ConAgra's annual report on Form 10-K for
the fiscal year ended May 28, 1995.
10.3 Form of Employment Agreement between ConAgra
and its executive officers 25
10.4 ConAgra's Employee Flexible Bonus Payment Plan,
incorporated herein by reference to Exhibit 10.4
of ConAgra's annual report on Form 10-K for the
fiscal year ended May 25, 1997.
10.5 ConAgra's 1985 Stock Option Plan, with
amendments thereto incorporated herein by
reference to Exhibit 10.5 of ConAgra's annual
report on Form 10-K for the fiscal year ended
May 25, 1997.
18
EXHIBIT INDEX - (Continued)
Number Description Page No.
- ------ ----------- -------
10.6 ConAgra Non-Qualified CRISP Plan, incorporated
herein by reference to Exhibit 10.9 of ConAgra's
annual report on Form 10-K for the fiscal year
ended May 29, 1994.
10.7 ConAgra Non-Qualified Pension Plan, and First
Amendment thereto, incorporated herein by
reference to Exhibit 10.10 of ConAgra's annual
report on Form 10-K for the fiscal year ended
May 29, 1994.
10.8 ConAgra Supplemental Pension and CRISP Plan for
Change of Control, incorporated herein by
reference to Exhibit 10.11 of ConAgra's annual
report on Form 10-K for the fiscal year ended
May 29, 1994.
10.9 ConAgra Incentives and Deferred Compensation
Change of Control Plan, incorporated herein by
reference to Exhibit 10.12 of ConAgra's annual
report on Form 10-K for the fiscal year ended
May 29, 1994.
10.10 ConAgra 1990 Stock Plan, and amendments thereto,
incorporated herein by reference to Exhibit 10.11
of ConAgra's annual report on Form 10-K for the
fiscal year ended May 28, 1995.
10.11 ConAgra 1995 Stock Plan, incorporated herein by
reference to Exhibit 10.1 of ConAgra's quarterly
report on Form 10-Q for the quarter ended
August 27, 1995.
10.12 ConAgra Directors' Unfunded Deferred
Compensation Plan, and First Amendment thereto,
incorporated herein by reference to Exhibit 10.12
of ConAgra's annual report on Form 10-K for the
fiscal year ended May 28, 1995.
10.13 Second Amendment to the ConAgra Directors' Unfunded
Deferred Compensation Plan, incorporated herein
by reference to Exhibit 10.2 of ConAgra's
quarterly report on Form 10-Q for the quarter
ended February 23, 1997.
10.14 Third Amendment to the ConAgra Directors' Unfunded
Deferred Compensation Plan 33
19
EXHIBIT INDEX - (Continued)
Number Description Page No.
- ------ ----------- -------
10.15 ConAgra Employee Equity Fund Trust Agreement,
with Stock Purchase Agreement and Revolving
Promissory Note executed in connection therewith,
incorporated herein by reference to Exhibit 10.14 of
ConAgra's annual report on Form 10-K for the fiscal
year ended May 25, 1997.
10.16 P. B. Fletcher Incentive Agreement dated July 15,
1993, as amended and restated, incorporated
herein by reference to Exhibit 10.15 of ConAgra's annual
report on Form 10-K for the fiscal year ended May 26, 1996.
10.17 Amendment to the P.B. Fletcher Incentive Agreement
dated July 11, 1997, incorporated herein by reference to
Exhibit 10.16 of ConAgra's annual report on Form 10-K
for the fiscal year ended May 25, 1997.
10.18 Employment Contract between ConAgra and Bruce C.
Rohde, incorporated herein by reference to
Exhibit 10.1 of ConAgra's quarterly report on
Form 10-Q for the quarter ended February 23, 1997.
10.19 Amendment dated February 16, 1998 to Bruce C.
Rohde Employment Contract 34
10.20 C. M. Harper Deferred Compensation Agreement
dated March 15, 1976 35
10.21 ConAgra Executive Annual Incentive Plan,
incorporated herein by reference to Exhibit 10.20
of ConAgra's annual report on Form 10-K for the
fiscal year ended May 29, 1994.
11 Statement regarding computation of income per share 38
12 Statement regarding computation of ratio of
earnings to fixed charges and ratio of earnings
to combined fixed charges and preferred stock
dividends 40
13 ConAgra's Annual Report to Stockholders for its
fiscal year ended May 31, 1998 41
21 Subsidiaries of ConAgra 114
23 Consent of Deloitte & Touche LLP 117
24 Powers of Attorney 118
20
EXHIBIT INDEX - (Continued)
Pursuant to Item 601(b)(4) of Regulation S-K, certain instruments with
respect to ConAgra's long-term debt are not filed with this Form 10-K.
ConAgra will furnish a copy of any such long-term debt agreement to the
Securities and Exchange Commission upon request.
Except for those portions of the ConAgra annual report to stockholders for
its fiscal year ended May 31, 1998 (Exhibit 13) specifically incorporated by
reference in this report on Form 10-K, such annual report is furnished solely
for the information of the Securities and Exchange Commission and is not to
be deemed "filed" as a part of this filing.
Items 10.1 through 10.21 are management contracts or compensatory plans filed
as exhibits pursuant to Item 14(c) of Form 10-K.
21